K2M Group Holdings, Inc.
K2M GROUP HOLDINGS, INC. (Form: 4, Received: 08/16/2017 18:22:57)
FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Major Eric D
2. Issuer Name and Ticker or Trading Symbol

K2M GROUP HOLDINGS, INC. [ KTWO ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
President & CEO
(Last)          (First)          (Middle)

C/O K2M GROUP HOLDINGS, INC., 600 HOPE PARKWAY SE
3. Date of Earliest Transaction (MM/DD/YYYY)

8/15/2017
(Street)

LEESBURG, VA 20175
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock   8/15/2017     F    4248   (1) D $23.98   280223   (2) D    
Common Stock                  391758   I   By limited liability company  
Common Stock                  94338   I   By Lewis Parker Family Trust  
Common Stock                  53110   I   By Lewis E.S. Parker 2008 Irrevocable Dynasty Trust  

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Explanation of Responses:
(1)  Reflects shares withheld to cover the reporting person's tax liability in connection with the vesting of restricted stock.
(2)  Reflects the number of shares beneficially owned after taking into account a correction to the number of shares purchased under the issuer's stock purchase plan reflected in the Form 4 filed on July 5, 2017.

Remarks:
The reporting person disclaims beneficial ownership of the securities reported herein as indirectly beneficially owned, except to the extent of his pecuniary interest therein.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Major Eric D
C/O K2M GROUP HOLDINGS, INC.
600 HOPE PARKWAY SE
LEESBURG, VA 20175
X
President & CEO

Signatures
/s/Greg Cole by power of attorney 8/16/2017
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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